| As filed with the Securities and Exchange Commission on August 16, 2019 | Registration No. 333-______ |
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
SIGMA LABS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 27-1865814 | |
| (State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
3900 Paseo del Sol
Santa Fe, NM 87507
(505) 438-2576
(Address of principal executive offices)
2013 EQUITY INCENTIVE PLAN, AS AMENDED, OF SIGMA LABS, INC.
(Full title of the plan)
John Rice, President and Chief Executive Officer
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, NM 87507
(Name and address of agent for service)
(505)
438-2576
(Telephone number, including area code, of agent for service)
Copy
to:
Darren Freedman
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 553-4441
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| [ ] Large accelerated filer | [ ] Accelerated filer | [X] Non-accelerated filer | [X] Smaller reporting company |
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount
of registration fee | ||||||||||
| Common Stock, $0.001 par value per share | 632,122 shares(2) | $ | 0.6143 | (2) | $ | 388,312.5446 | (2) | $ | 47.06 | |||||
| Common Stock, $0.001 par value per share | 59,956 shares(3) | $ | 1.40 | (3) | $ | 83,938.40 | (3) | $ | 10.17 | |||||
| Common Stock, $0.001 par value per share | 35,000 shares(4) | $ | 1.2366 | (4) | $ | 43,281 | (4) | $ | 5.25 | |||||
| Common Stock, $0.001 par value per share | 22,922 shares(5) | $ | 0.74 | (5) | $ | 16,962.28 | (5) | $ | 2.06 | |||||
| Total | 750,000 shares | — | $ | 532,494.2246 | $ | 64.54 | ||||||||
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers, in addition to the shares of common stock specified above, an indeterminate number of additional shares of common stock that may become issuable under the 2013 Equity Incentive Plan, as amended (the “Plan”), as a result of the anti-dilution adjustment provisions contained therein regarding stock splits, stock dividends and similar transactions. | |
| (2) | Represents shares reserved for issuance pursuant to future awards under the Plan. The proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rules 457(c) and 457(h) of the Securities Act on the basis of the $0.6143 average of the high and low trading prices of the registrant’s common stock, as reported on The NASDAQ Capital Market on August 14, 2019. | |
| (3) | Represents shares issuable upon the exercise of outstanding options under the Plan. The proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis of the exercise price of such options of $1.40 per share. | |
| (4) | Represents shares issuable upon the exercise of outstanding options under the Plan. The proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis of the exercise price of such options of $1.2366 per share. | |
| (5) | Represents shares issuable upon the exercise of outstanding options under the Plan. The proposed maximum offering price per share and maximum aggregate offering price for these shares were estimated pursuant to Rule 457(h) of the Securities Act on the basis of the exercise price of such options of $0.74 per share. |
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E to Form S-8 by Sigma Labs, Inc., a Nevada corporation (the “Company”), to register 750,000 shares of common stock of the Company in addition to those previously registered on the Company’s Registration Statements on Form S-8 (File Nos. 333-197616, 333-212612, 333-222369 and 333-228628) filed with the Securities and Exchange Commission on July 24, 2014, July 21, 2016, December 29, 2017 and November 30, 2018, respectively, for issuance pursuant to the Company’s 2013 Equity Incentive Plan. Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of such previously filed Registration Statements, except that the provisions contained in Part II of such earlier Registration Statements are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | Incorporation of Documents by Reference |
We hereby incorporate by reference the following documents previously filed with the SEC:
| ● | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed with the SEC on April 1, 2019; | |
| ● | The information in our definitive Proxy Statement on Schedule 14A for our 2019 Annual Meeting of Stockholders filed with the SEC on June 18, 2019, to the extent incorporated by reference in Part III of our annual report on Form 10-K for the year ended December 31, 2018; | |
| ● | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on May 15, 2019, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 14, 2019; | |
| ● | Our Current Reports on Form 8-K filed with the SEC on March 14, 2019, April 12, 2019, May 8, 2019, June 4, 2019, June 21, 2019, July 23, 2019 and August 1, 2019, respectively; and | |
| ● | The description of our stock contained in our registration statement on Form 8-A filed on February 14, 2017 pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating such description. |
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Under no circumstances shall any information furnished prior to or subsequent to the date hereof under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
| Item 8. | Exhibits |
The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement:
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Fe, State of New Mexico, on August 16, 2019.
| SIGMA LABS, INC. | ||
| By: | /s/ John Rice | |
| John Rice | ||
| President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints John Rice as his true and lawful attorney-in-fact and agent, with full power of substitution, for him in any and all capacities, to sign this registration statement on Form S-8 and any amendments hereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might do or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on August 16, 2019.
| Signature | Title | |
| /s/ JOHN RICE | President, Chief Executive Officer (principal executive officer) and Chairman of the Board | |
| John Rice | ||
| /s/ FRANK Orzechowski | Chief Financial Officer, Treasurer and Secretary (principal financial and accounting officer) | |
| Frank Orzechowski | ||
| /s/ SALVATORE BATTINELLI | Director | |
| Salvatore Battinelli | ||
| /s/ DENNIS DUITCH | Director | |
| Dennis Duitch | ||
| /s/ FRANK J. GAROFALO | Director | |
| Frank J. Garofalo | ||
| /s/ KENT SUMMERS | Director | |
| Kent Summers |
| 3 |
EXHIBIT INDEX
The following exhibits are filed with this registration statement or are incorporated by reference as a part of this Registration Statement:
| 4 |
Exhibit 5.1
TroyGould
PC
1801 Century Park East, 16th Floor
Los Angeles, California 90067
August 16, 2019
Sigma Labs, Inc.
3900 Paseo del Sol
Santa Fe, New Mexico 87507
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Sigma Labs, Inc., a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) that the Company intends to file with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date of this opinion letter for the purpose of registering the offer and sale of up to 750,000 additional shares (the “Shares”) of the Company’s common stock issuable under the Company’s 2013 Equity Incentive Plan (as amended, the “Plan”).
As a basis for rendering our opinion expressed below, we have reviewed originals or copies of originals, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii) the Company’s Articles of Incorporation and Bylaws, each as amended to date, (iv) minutes or resolutions of the Company’s Board of Directors and stockholders pertaining to the adoption of the Plan and authorization and issuance of the Shares, the Registration Statement and related matters, and (v) such certificates of public officials, certificates of officers of the Company and other documents as we have considered necessary or appropriate as a basis for rendering our opinion.
With your permission, in order to render our opinion, we have made and relied upon such customary assumptions as we have deemed necessary or appropriate without any independent investigation or inquiry by us. Among other things, we have assumed that: all signatures on documents reviewed by us are genuine; all documents submitted to us as originals are authentic; and all documents submitted to us as copies conform to the originals of such documents, and such originals are authentic.
The law covered by our opinion expressed below is limited to the internal corporation laws of the State of Nevada (including applicable rules and regulations promulgated thereunder and applicable reported judicial decisions interpreting the same). We neither express nor imply any opinion with respect to any other laws or the laws of any other jurisdiction.
This opinion letter is limited to the opinion expressly stated below, does not include any implied opinions and is rendered as of the date hereof. We do not undertake to advise you of matters that may come to our attention subsequent to the date hereof and that may affect our opinion, including, without limitation, future changes in applicable law.
Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued and paid for in accordance with the terms of the Registration Statement and the Plan, will be validly issued, fully paid, and non-assessable.
This opinion letter is rendered to you solely in connection with the transactions contemplated by the Registration Statement and may not be relied upon for any other purpose. We consent to the filing with the Commission of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ TROYGOULD PC | |
| TROYGOULD PC |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 1, 2019,
relating to our audits of the December 31, 2018 and 2017 financial statements, which appears Sigma Labs, Inc.’s Annual Report
on Form 10K for the year ended December 31, 2018.
| /s/ Haynie & Company | |
| Haynie & Company | |
| Salt Lake City, Utah | |
| August 16, 2019 |